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CBL & Associates Properties Reports Results for Fourth Quarter and Full-Year 2016

February 1, 2017 4:15 PM

CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- CBL & Associates Properties, Inc. (NYSE: CBL) announced results for the fourth quarter and year ended December 31, 2016. A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure is located at the end of this news release.

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 % 2016 2015 %
Net income (loss) attributable to common shareholders per diluted share $ 0.34 $ (0.20 ) 270.0 % $ 0.75 $ 0.34 120.6 %
Funds from Operations ("FFO") per diluted share $ 0.72 $ 0.71 1.4 % $ 2.69 $ 2.41 11.6 %
FFO, as adjusted, per diluted share (1) $ 0.68 $ 0.71 (4.2 )% $ 2.41 $ 2.32 3.9 %

(1) For a reconciliation of FFO to FFO, as adjusted, for the periods presented, please refer to the footnotes to the Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this earnings release.

HIGHLIGHTS:

"2016 was an excellent year for CBL. Operationally we generated improved growth from our higher-quality portfolio with a same-center NOI increase of 2.3% and a 120 basis point improvement in occupancy. The progress we've made on our disposition program and focus on reducing debt has resulted in a balance sheet that is stronger and more flexible than ever. We meaningfully reduced shorter-term, floating rate debt through a well-executed 10-year unsecured bond offering in December and applied asset sales proceeds and cash flow to debt reduction, ending the year with our lowest debt balance in ten years.

"2017 represents a year of reinvention for the CBL portfolio as we embark on a number of transformational redevelopment projects at some of our best assets. With our track record of executing profitably on anchor redevelopments, we are excited about the opportunity to transform our properties to meet changing consumer preferences and attract high-quality in-demand uses, all while delivering enhanced returns to our shareholders."

Net income attributable to common shareholders for the fourth quarter 2016 was $57.6 million, or $0.34 per diluted share, compared with a net loss of $33.5 million, or $0.20 per diluted share for the fourth quarter 2015.

Net income attributable to common shareholders for 2016 was $128.0 million, or $0.75 per diluted share, compared with net income of $58.5 million, or $0.34 per diluted share for 2015.

FFO allocable to common shareholders, as adjusted, for the fourth quarter of 2016 was $116.6 million, or $0.68 per diluted share, compared with $120.4 million, or $0.71 per diluted share, for the fourth quarter of 2015. FFO allocable to the Operating Partnership common unitholders, as adjusted, for the fourth quarter of 2016 was $135.9 million compared with $141.0 million for the fourth quarter of 2015.

FFO allocable to common shareholders, as adjusted, for 2016 was $411.0 million, or $2.41 per diluted share, compared with $395.1 million, or $2.32 per diluted share, for 2015. FFO allocable to the Operating Partnership common unitholders, as adjusted, for 2016 was $480.8 million compared with $462.9 million for 2015.

Percentage change in same-center Net Operating Income ("NOI")(1):

Three MonthsEnded December 31, Year EndedDecember 31,
2016 2016
Portfolio same-center NOI 0.3 % 2.3 %
Mall same-center NOI 0.0 % 2.1 %

(1) CBL's definition of same-center NOI excludes the impact of lease termination fees and certain non-cash items of straight line rents, write-offs of landlord inducements, and net amortization of acquired above and below market leases.

MAJOR ITEMS IMPACTING SAME-CENTER NOI RESULTS FOR 2016

PORTFOLIO OPERATIONAL RESULTSOccupancy:

As of December 31,
2016 2015
Portfolio occupancy 94.8 % 93.6 %
Mall portfolio 94.1 % 93.1 %
Same-center malls 94.2 % 93.7 %
Stabilized malls 94.2 % 93.3 %
Non-stabilized malls (1) 92.8 % 91.3 %
Associated centers 96.9 % 94.6 %
Community centers 98.2 % 97.1 %

(1) Represents occupancy for The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of December 31, 2016 and Fremaux Town Center, The Outlet Shoppes at Atlanta and The Outlet Shoppes of the Bluegrass as of December 31, 2015.

New and Renewal Leasing Activity of Same Small Shop Space Less Than 10,000 Square Feet:

% Change in Average Gross Rent Per Square Foot
Three MonthsEnded December 31, Year EndedDecember 31,
2016 2016
Stabilized Malls 11.5 % 7.6 %
New leases 46.3 % 28.2 %
Renewal leases 2.2 % 1.2 %

Same-center Sales Per Square Foot for Mall Tenants 10,000 Square Feet or Less:

Year Ended December 31,
2016 2015 % Change
Stabilized mall same-center sales per square foot $ 376 $ 382 (1.6 )%

ANCHOR TRANSACTIONS

In January, CBL closed on a sale-leaseback transaction for five Sears department stores and two Sears Auto Centers located at CBL malls, providing CBL with control of these locations for future redevelopment.

CBL acquired the locations for a total consideration of $72.5 million. Sears will continue to operate the department stores under new 10-year leases. Under the terms of the leases, CBL will receive aggregate initial base rent of approximately $5.075 million, with Sears also responsible for paying common area maintenance charges, taxes, insurance and utilities. CBL will have the right to terminate each Sears lease at any time (except November through January), with six months advance notice.

Additionally in January, CBL closed on the acquisition of three Macy's stores located at Jefferson Mall in Louisville, KY; Parkdale Mall in Beaumont, TX and Eastland Mall in Bloomington, IL, for future redevelopment. CBL acquired the locations for $5.0 million.

FINANCING ACTIVITY

During 2016, CBL completed more than $1.0 billion in financing activity including:

CBL also completed four loan restructures in 2016, representing an aggregate loan balance of $162 million. The loans were restructured at a weighted average interest rate of 4.75%, representing a 188 basis point improvement over the prior weighted average rate.

Subsequent to the end of the fourth quarter, CBL retired loans secured by Hamilton Corner in Chattanooga, TN; The Plaza at Fayette Mall in Lexington, KY and The Plaza at St. Clair Square in Fairview Heights, IL. The aggregate balance retired was $70.1 million. The properties were added to CBL's unencumbered pool. CBL's consolidated unencumbered pool of properties currently represents nearly 53% of 2016 total consolidated NOI.

CBL currently has three properties in receivership with an aggregate loan balance of $189.6 million: Chesterfield Mall in Chesterfield, MO; Midland Mall in Midland, MI and Wausau Center in Wausau, WI. Foreclosure proceedings are in process and are expected to be finalized in early 2017.

DISPOSITIONS

During 2016, CBL completed dispositions of properties generating gross proceeds of $369.8 million and net proceeds of $225.7 million.

Status/Timing Property Location CBL's

Ownership

CBL's Share

of

Consideration

CBL's

Share of

Debt

CBL's

Share of

Equity

Closed/December Randolph Mall; Regency Mall; Walnut Square Asheboro, NC; Racine, WI; Dalton, GA 100 % $ 32.3 $ 0.0 $ 32.3
Closed/December Regency Mall Outparcels Racine, WI 100 % 5.3 5.3
Closed/July Fashion Square/The Lakes Mall Saginaw, MI/Muskegon, MI 100 % 66.5 38.2 28.3
Closed/May Bonita Lakes Mall & Crossing Meridian, MI 100 % 27.9 27.9
Closed/March River Ridge Mall (1) Lynchburg, VA 100% → 25% 33.5 33.5
Closed/February Triangle Town Center, Place and Commons (1) Raleigh, NC 50% → 10% 69.6 68.4 1.2
Total Malls: 235.1 106.6 128.5
Closed/December Friendly Center Office, Wachovia Office, First Citizens Bank, & Bank of America Greensboro, NC 50 % 13.0 13.0
Closed/December Triangle Town Place Raleigh, NC 10 % 3.0 2.9 0.1
Closed/December Cobblestone Village Palm Coast, FL 100 % 8.5 8.5
Closed/December

Atlanta Self Development

Woodstock, GA 65 % 4.0 2.1 1.9
Closed/September High Pointe Commons Harrisburg, PA 50 % 16.9 8.7 8.2
Closed/September Oak Branch Business Center Greensboro, NC 100 % 2.4 2.4
Closed/April Renaissance Center Durham, NC 50 % 64.6 23.8 40.8
Closed/April The Crossings at Marshall's Creek Middle Smithfield, PA 100 % 22.3 22.3
Total Community Center and Office: 134.7 37.5 97.2
Total Disposition Activity: $ 369.8 $ 144.1 $ 225.7

(1) Joint Venture amounts are reflected net of retained interest.

Additionally, in January 2017, CBL closed on the sale of two wholly-owned office buildings in Newport News, VA for $6.25 million.

OUTLOOK AND GUIDANCE

The Company is providing 2017 FFO guidance in the range of $2.26 - $2.33 per share. CBL is assuming same-center NOI growth of 0.0% - 1.5% in 2017.

The guidance also assumes the following:

Low High
Expected diluted earnings per common share $ 0.70 $ 0.77
Adjust to fully converted shares from common shares (0.10 ) (0.11 )
Expected earnings per diluted, fully converted common share 0.60 0.66
Add: depreciation and amortization 1.56 1.56
Add: noncontrolling interest in earnings of Operating Partnership 0.10 0.11
Expected FFO per diluted, fully converted common share $ 2.26 $ 2.33

INVESTOR CONFERENCE CALL AND WEBCAST

CBL & Associates Properties, Inc. will conduct a conference call at 11:00 a.m. ET on Thursday, February 2, 2017, to discuss its fourth quarter and full year results. The number to call for this interactive teleconference is (888) 317-6003 or (412) 317-6061 and enter the confirmation number 5940738. A replay of the conference call will be available through February 9, 2017, by dialing (877) 344-7529 or (412) 317-0088 and entering the confirmation number 10097491. A transcript of the Company's prepared remarks will be furnished on a Form 8-K following the conference call.

To receive the CBL & Associates Properties, Inc., fourth quarter and full year earnings release and supplemental information please visit the Investing section of our website at cblproperties.com or contact Investor Relations at (423) 490-8312.

The Company will also provide an online webcast and rebroadcast of its 2016 fourth quarter and full year earnings release conference call. The live broadcast of the quarterly conference call will be available online at cblproperties.com on Thursday, February 2, 2017 beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue for three months.

ABOUT CBL & ASSOCIATES PROPERTIES, INC.

Headquartered in Chattanooga, TN, CBL is one of the largest and most active owners and developers of malls and shopping centers in the United States. CBL owns, holds interests in or manages 128 properties, including 84 regional malls/open-air centers. The properties are located in 29 states and total 79.1 million square feet including 7.0 million square feet of non-owned shopping centers managed for third parties. Additional information can be found at cblproperties.com.

NON-GAAP FINANCIAL MEASURESFunds From Operations

FFO is a widely used measure of the operating performance of real estate companies that supplements net income (loss) determined in accordance with GAAP. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (computed in accordance with GAAP) excluding gains or losses on sales of depreciable operating properties and impairment losses of depreciable properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests. Adjustments for unconsolidated partnerships and joint ventures and noncontrolling interests are calculated on the same basis. We define FFO as defined above by NAREIT less dividends on preferred stock of the Company or distributions on preferred units of the Operating Partnership, as applicable. The Company’s method of calculating FFO may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company believes that FFO provides an additional indicator of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes the value of real estate assets declines predictably over time. Since values of well-maintained real estate assets have historically risen with market conditions, the Company believes that FFO enhances investors’ understanding of its operating performance. The use of FFO as an indicator of financial performance is influenced not only by the operations of the Company’s properties and interest rates, but also by its capital structure. The Company presents both FFO allocable to Operating Partnership common unitholders and FFO allocable to common shareholders, as it believes that both are useful performance measures. The Company believes FFO allocable to Operating Partnership common unitholders is a useful performance measure since it conducts substantially all of its business through its Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of the Company’s common shareholders and the noncontrolling interest in the Operating Partnership. The Company believes FFO allocable to its common shareholders is a useful performance measure because it is the performance measure that is most directly comparable to net income (loss) attributable to its common shareholders.

In the reconciliation of net income attributable to the Company's common shareholders to FFO allocable to operating partnership common unitholders, located in this earnings release, the Company makes an adjustment to add back noncontrolling interest in income (loss) of its Operating Partnership in order to arrive at FFO of its Operating Partnership. The Company then applies a percentage to FFO of its Operating Partnership in order to arrive at FFO of the Operating Partnership common unitholders. The percentage is computed by taking the weighted average number of common shares outstanding for the period and dividing it by the sum of the weighted average number of common shares outstanding for the period and the weighted average number of Operating Partnership units outstanding during the period.

FFO does not represent cash flows from operations as defined by accounting principles generally accepted in the United States, is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income (loss) for purposes of evaluating the Company’s operating performance or to cash flow as a measure of liquidity.

The Company believes that it is important to identify the impact of certain significant items on its FFO measures for a reader to have a complete understanding of the Company’s results of operations. Therefore, the Company has also presented adjusted FFO measures excluding these significant items from the applicable periods. Please refer to the reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders on page 9 of this earnings release for a description of these adjustments.

Same-center Net Operating Income

NOI is a supplemental measure of the operating performance of the Company's shopping centers and other properties. The Company defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income) less property operating expenses (property operating, real estate taxes and maintenance and repairs).

We believe that presenting NOI and same-center NOI (described below) based on our Operating Partnership’s pro rata share of both consolidated and unconsolidated properties is useful since we conduct substantially all of our business through our Operating Partnership and, therefore, it reflects the performance of the properties in absolute terms regardless of the ratio of ownership interests of our common shareholders and the noncontrolling interest in the Operating Partnership. The Company computes NOI based on the Operating Partnership's pro rata share of both consolidated and unconsolidated properties. The Company's definition of NOI may be different than that used by other companies and, accordingly, the Company's NOI may not be comparable to that of other companies.

Since NOI includes only those revenues and expenses related to the operations of its shopping center and other properties, the Company believes that same-center NOI provides a measure that reflects trends in occupancy rates, rental rates and operating costs and the impact of those trends on the Company's results of operations. The Company’s calculation of same-center NOI also excludes lease termination income, straight-line rent adjustments, and amortization of above and below market lease intangibles in order to enhance the comparability of results from one period to another, as these items can be impacted by one-time events that may distort same-center NOI trends and may result in same-center NOI that is not indicative of the ongoing operations of the Company’s shopping center and other properties. A reconciliation of same-center NOI to net income is located at the end of this earnings release.

Pro Rata Share of Debt

The Company presents debt based on its pro rata ownership share (including the Company's pro rata share of unconsolidated affiliates and excluding noncontrolling interests' share of consolidated properties) because it believes this provides investors a clearer understanding of the Company's total debt obligations which affect the Company's liquidity. A reconciliation of the Company's pro rata share of debt to the amount of debt on the Company's consolidated balance sheet is located at the end of this earnings release.

Information included herein contains "forward-looking statements" within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included therein, for a discussion of such risks and uncertainties.

CBL & Associates Properties, Inc.Consolidated Statements of Operations(Unaudited; in thousands, except per share amounts)

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 2016 2015
REVENUES:
Minimum rents $ 168,276 $ 178,378 $ 670,565 $ 684,309
Percentage rents 7,213 7,645 17,803 18,063
Other rents 9,363 8,186 23,110 21,934
Tenant reimbursements 67,487 73,461 280,438 288,279
Management, development and leasing fees 4,100 2,758 14,925 10,953
Other 2,054 7,202 21,416 31,480
Total revenues 258,493 277,630 1,028,257 1,055,018
OPERATING EXPENSES:
Property operating 32,956 33,401 137,760 141,030
Depreciation and amortization 72,188 77,519 292,693 299,069
Real estate taxes 21,756 21,886 90,110 90,799
Maintenance and repairs 14,012 12,413 53,586 51,516
General and administrative 16,467 15,678 63,332 62,118
Loss on impairment 86 102,280 116,822 105,945
Other 13 5,766 20,326 26,957
Total operating expenses 157,478 268,943 774,629 777,434
Income from operations 101,015 8,687 253,628 277,584
Interest and other income 462 225 1,524 6,467
Interest expense (53,608 ) (54,981 ) (216,318 ) (229,343 )
Gain on extinguishment of debt 256
Gain on investments 7,534 7,534 16,560
Equity in earnings of unconsolidated affiliates 10,316 5,988 117,533 18,200

Income tax benefit (provision)

(911 ) (937 ) 2,063 (2,941 )
Income (loss) from continuing operations before gain on sales of real estate assets 64,808 (41,018 ) 165,964 86,783
Gain on sales of real estate assets 15,064 14,065 29,567 32,232
Net income (loss) 79,872 (26,953 ) 195,531 119,015
Net (income) loss attributable to noncontrolling interests in:
Operating Partnership (9,481 ) 5,612 (21,537 ) (10,171 )
Other consolidated subsidiaries (1,561 ) (916 ) (1,112 ) (5,473 )
Net income (loss) attributable to the Company 68,830 (22,257 ) 172,882 103,371
Preferred dividends (11,223 ) (11,223 ) (44,892 ) (44,892 )
Net income (loss) attributable to common shareholders $ 57,607 $ (33,480 ) $ 127,990 $ 58,479
Basic per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders $ 0.34 $ (0.20 ) $ 0.75 $ 0.34
Weighted-average common shares outstanding 170,793 170,495 170,762 170,476
Diluted per share data attributable to common shareholders:
Net income (loss) attributable to common shareholders $ 0.34 $ (0.20 ) $ 0.75 $ 0.34
Weighted-average common and potential dilutive common shares outstanding 171,089 170,495 170,836 170,499

The Company's reconciliation of net income (loss) attributable to common shareholders to FFO allocable to Operating Partnership common unitholders is as follows:

(in thousands, except per share data)

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 2016 2015
Net income (loss) attributable to common shareholders $ 57,607 $ (33,480 ) $ 127,990 $ 58,479
Noncontrolling interest in income (loss) of Operating Partnership 9,481 (5,612 ) 21,537 10,171
Depreciation and amortization expense of:
Consolidated properties 72,188 77,519 292,693 299,069
Unconsolidated affiliates 9,516 9,122 38,606 40,476
Non-real estate assets (757 ) (799 ) (3,154 ) (3,083 )
Noncontrolling interests' share of depreciation and amortization (2,075 ) (2,109 ) (8,760 ) (9,045 )
Loss on impairment, net of tax 37 102,280 115,027 105,945
Gain on depreciable property, net of tax (1,535 ) (5,899 ) (45,741 ) (20,944 )
FFO allocable to Operating Partnership common unitholders 144,462 141,022 538,198 481,068
Litigation settlements, net of related expenses (1) 259 2,567 (1,329 )
Nonrecurring professional fees expense (1) 477 2,258
Gain on investments, net of tax (2) (7,034 ) (7,034 ) (16,560 )
Equity in earnings from disposals of unconsolidated affiliates (3) (3,758 ) (58,243 )
Non cash default interest expense 1,466 2,840
Gain on extinguishment of debt (256 )
Loss on extinguishment of debt from unconsolidated affiliates 197
FFO allocable to Operating Partnership common unitholders, as adjusted $ 135,872 $ 141,022 $ 480,783 $ 462,923
FFO per diluted share $ 0.72 $ 0.71 $ 2.69 $ 2.41
FFO, as adjusted, per diluted share $ 0.68 $ 0.71 $ 2.41 $ 2.32
Weighted average common and potential dilutive common shares outstanding with Operating Partnership units fully converted 199,381 199,753 199,838 199,757

(1) Litigation settlement is included in Interest and Other Income in the Consolidated Statements of Operations. Litigation expense, including settlements paid, is included in General and Administrative expense in the Consolidated Statements of Operations. Nonrecurring professional fees expense is included in General and Administrative expense in the Consolidated Statements of Operations.

(2) For the three months and the year ended December 31, 2016, includes a gain of $10,136 related to the redemption of the Company’s 2007 investment in a Chinese real estate company, less related taxes of $500, partially offset by a $2,602 loss related to the Company’s exit from its consolidated joint venture that provided security and maintenance services to third parties. For the year ended December 31, 2015, includes a $16,560 gain related to the sale of marketable securities.

(3) For the three months and the year ended December 31, 2016, includes $3,758 related to the sale of four office buildings. For the year ended December 31, 2016, includes $28,146 related to the foreclosure of the loan secured by Gulf Coast Town Center and $26,373 related to the sale of our 50% interest in Triangle Town Center.

The reconciliation of diluted EPS to FFO per diluted share is as follows:

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 2016 2015
Diluted EPS attributable to common shareholders $ 0.34 $ (0.20 ) $ 0.75 $ 0.34
Eliminate amounts per share excluded from FFO:
Depreciation and amortization expense, including amounts from consolidated properties, unconsolidated affiliates, non-real estate assets and excluding amounts allocated to noncontrolling interests 0.40 0.42 1.60 1.64
Loss on impairment, net of tax 0.52 0.57 0.53
Gain on depreciable property, net of tax (0.02 ) (0.03 ) (0.23 ) (0.10 )
FFO per diluted share $ 0.72 $ 0.71 $ 2.69 $ 2.41

The reconciliations of FFO allocable to Operating Partnership common unitholders to FFO allocable to common shareholders, including and excluding the adjustments noted above, are as follows:

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 2016 2015
FFO allocable to Operating Partnership common unitholders $ 144,462 $ 141,022 $ 538,198 $ 481,068
Percentage allocable to common shareholders (1) 85.79 % 85.35 % 85.48 % 85.35 %
FFO allocable to common shareholders $ 123,934 $ 120,362 $ 460,052 $ 410,592
FFO allocable to Operating Partnership common unitholders, as adjusted $ 135,872 $ 141,022 $ 480,783 462,923
Percentage allocable to common shareholders (1) 85.79 % 85.35 % 85.48 % 85.35 %
FFO allocable to common shareholders, as adjusted $ 116,565 $ 120,362 $ 410,973 $ 395,105

(1) Represents the weighted average number of common shares outstanding for the period divided by the sum of the weighted average number of common shares and the weighted average number of Operating Partnership units outstanding during the period. See the reconciliation of shares and Operating Partnership units outstanding on page 14.

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 2016 2015
SUPPLEMENTAL FFO INFORMATION:
Lease termination fees $ 9 $ 276 $ 2,211 $ 4,659
Lease termination fees per share $ $ $ 0.01 $ 0.02
Straight-line rental income (including write-offs) $ (1,175 ) $ 1,232 $ (985 ) $ 4,207
Straight-line rental income (including write-offs) per share $ (0.01 ) $ 0.01 $ $ 0.02
Gains on outparcel sales $ 13,269 $ 5,779 $ 21,621 $ 8,929
Gains on outparcel sales per share $ 0.07 $ 0.03 $ 0.11 $ 0.04
Net amortization of acquired above- and below-market leases $ 301 $ 1,316 $ 3,066 $ 3,197
Net amortization of acquired above- and below-market leases per share $ $ 0.01 $ 0.02 $ 0.02
Net amortization of debt premiums and discounts $ 519 $ 404 $ 2,519 $ 1,841
Net amortization of debt premiums and discounts per share $ $ $ 0.01 $ 0.01
Income tax benefit (provision) $ (911 ) $ (937 ) $ 2,063 $ (2,941 )
Income tax benefit (provision) per share $ $ $ 0.01 $ (0.01 )
Abandoned projects expense $ (12 ) $ (190 ) $ (56 ) $ (2,373 )
Abandoned projects expense per share $ $ $ $ (0.01 )
Gain (loss) on extinguishment of debt $ $ $ (197 ) $ 256
Gain (loss) on extinguishment of debt per share $ $ $ $
Non cash default interest expense $ (1,466 ) $ $ (2,840 ) $
Non cash default interest expense per share $ (0.01 ) $ $ (0.01 ) $
Gain on investments, net of tax $ 7,034 $ $ 7,034 $ 16,560
Gain on investments, net of tax per share $ 0.04 $ $ 0.04 $ 0.08
Equity in earnings from disposals of unconsolidated affiliates $ 3,758 $ $ 58,243 $
Equity in earnings from disposals of unconsolidated affiliates per share $ 0.02 $ $ 0.29 $
Interest capitalized $ 690 $ 1,027 $ 2,302 $ 4,168
Interest capitalized per share $ $ 0.01 $ 0.01 $ 0.02
Litigation settlements, net of related expenses $ (259 ) $ $ (2,567 ) $ 1,329
Litigation settlements, net of related expenses per share $ $ $ (0.01 ) $ 0.01
Nonrecurring professional fees expense $ (477 ) $ $ (2,258 ) $
Nonrecurring professional fees expense per share $ $ $ (0.01 ) $
As of December 31,
2016 2015
Straight-line rent receivable $ 67,086 $ 67,477

Same-center Net Operating Income(Dollars in thousands)

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 2016 2015
Net income (loss) $ 79,872 $ (26,953 ) $ 195,531 $ 119,015
Adjustments:
Depreciation and amortization 72,188 77,519 292,693 299,069
Depreciation and amortization from unconsolidated affiliates 9,516 9,122 38,606 40,476

Noncontrolling interests' share of depreciation and amortization in other consolidated subsidiaries

(2,075 ) (2,109 ) (8,760 ) (9,045 )
Interest expense 53,608 54,981 216,318 229,343
Interest expense from unconsolidated affiliates 6,296 6,591 26,083 35,464

Noncontrolling interests' share of interest expense in other consolidated subsidiaries

(1,689 ) (1,670 ) (6,815 ) (6,760 )
Abandoned projects expense 12 190 56 2,373
Gain on sales of real estate assets (15,064 ) (14,109 ) (29,567 ) (32,276 )
Gain on sales of real estate assets of unconsolidated affiliates (4,090 ) (234 ) (97,430 ) (1,964 )
Gain on investments (7,534 ) (7,534 ) (16,560 )
Gain on extinguishment of debt (256 )
Loss on extinguishment of debt from unconsolidated affiliates 197
Loss on impairment 86 102,280 116,822 105,945
Income tax (benefit) provision 911 937 (2,063 ) 2,941
Lease termination fees (9 ) (277 ) (2,211 ) (4,660 )
Straight-line rent and above- and below-market lease amortization 874 (2,547 ) (2,081 ) (7,403 )

Net income attributable to noncontrolling interest in other consolidated subsidiaries

(1,561 ) (916 ) (1,112 ) (5,473 )
General and administrative expenses 16,467 15,678 63,332 62,118
Management fees and non-property level revenues (3,349 ) (2,044 ) (17,026 ) (24,958 )
Operating Partnership's share of property NOI 204,459 216,439 775,039 787,389
Non-comparable NOI (12,058 ) (24,625 ) (58,967 ) (87,716 )
Total same-center NOI (1) $ 192,401 $ 191,814 $ 716,072 $ 699,673
Total same-center NOI percentage change 0.3 % 2.3 %
Malls $ 176,858 $ 176,819 $ 656,158 $ 642,682
Associated centers 8,762 8,644 33,338 32,001
Community centers 5,067 4,549 19,603 17,686
Offices and other 1,714 1,802 6,973 7,304
Total same-center NOI (1) $ 192,401 $ 191,814 $ 716,072 $ 699,673
Percentage Change:
Malls 0.0 % 2.1 %
Associated centers 1.4 % 4.2 %
Community centers 11.4 % 10.8 %
Offices and other (4.9 )% (4.5 )%

Total same-center NOI (1)

0.3 % 2.3 %

(1) CBL defines NOI as property operating revenues (rental revenues, tenant reimbursements and other income), less property operating expenses (property operating, real estate taxes and maintenance and repairs). Same-center NOI excludes lease termination income, straight-line rent adjustments, amortization of above and below market lease intangibles and write-offs of landlord inducement assets. We include a property in our same-center pool when we own all or a portion of the property as of December 31, 2016, and we owned it and it was in operation for both the entire preceding calendar year and the current year-to-date reporting period ending December 31, 2016. New properties are excluded from same-center NOI, until they meet this criteria. The only properties excluded from the same-center pool that would otherwise meet this criteria are properties which are either being considered for repositioning, minority interest properties in which we own an interest of 25% or less, or where we intend to renegotiate the terms of the debt secured by the property or return the property to the lender.

Company's Share of Consolidated and Unconsolidated Debt(Dollars in thousands)

As of December 31, 2016
Fixed Rate VariableRate Total perDebt Schedule UnamortizedDeferred Financing Costs Total
Consolidated debt $ 3,594,379 $ 888,770 $ 4,483,149 $ (17,855 ) $ 4,465,294
Noncontrolling interests' share of consolidated debt (109,162 ) (7,504 ) (116,666 ) 945 (115,721 )
Company's share of unconsolidated affiliates' debt 530,062 73,263 603,325 (2,806 ) 600,519
Company's share of consolidated and unconsolidated debt $ 4,015,279 $ 954,529 $ 4,969,808 $ (19,716 ) $ 4,950,092
Weighted average interest rate 5.30 % 2.18 % 4.70 %
As of December 31, 2015
Fixed Rate VariableRate Total perDebt Schedule UnamortizedDeferred Financing Costs Total
Consolidated debt $ 3,485,308 $ 1,241,379 $ 4,726,687 $ (16,059 ) $ 4,710,628
Noncontrolling interests' share of consolidated debt (111,754 ) (6,981 ) (118,735 ) 855 (117,880 )
Company's share of unconsolidated affiliates' debt 664,249 134,970 799,219 (1,486 ) 797,733
Company's share of consolidated and unconsolidated debt $ 4,037,803 $ 1,369,368 $ 5,407,171 $ (16,690 ) $ 5,390,481
Weighted average interest rate 5.41 % 1.81 % 4.50 %

Debt-To-Total-Market Capitalization Ratio as of December 31, 2016(In thousands, except stock price)

Shares

Outstanding

Stock Price (1) Value
Common stock and Operating Partnership units 199,085 $ 11.50 $ 2,289,478
7.375% Series D Cumulative Redeemable Preferred Stock 1,815 250.00 453,750
6.625% Series E Cumulative Redeemable Preferred Stock 690 250.00 172,500
Total market equity 2,915,728
Company's share of total debt, excluding unamortized deferred financing costs 4,969,808
Total market capitalization $ 7,885,536
Debt-to-total-market capitalization ratio 63.0 %
(1) Stock price for common stock and Operating Partnership units equals the closing price of the common stock on December 30, 2016. The stock prices for the preferred stocks represent the liquidation preference of each respective series.

Reconciliation of Shares and Operating Partnership Units Outstanding(In thousands)

Three Months EndedDecember 31, Year EndedDecember 31,
2016: Basic Diluted Basic Diluted
Weighted average shares - EPS 170,793 171,089 170,762 170,836
Weighted average Operating Partnership units 28,292 28,292 29,002 29,002
Weighted average shares - FFO 199,085 199,381 199,764 199,838
2015:
Weighted average shares - EPS 170,495 170,495 170,476 170,499
Weighted average Operating Partnership units 29,258 29,258 29,258 29,258
Weighted average shares - FFO 199,753 199,753 199,734 199,757

Dividend Payout Ratio

Three Months EndedDecember 31, Year EndedDecember 31,
2016 2015 2016 2015
Weighted average cash dividend per share $ 0.27283 $ 0.27279 $ 1.09121 $ 1.09116
FFO as adjusted, per diluted fully converted share $ 0.68 $ 0.71 $ 2.41 $ 2.32
Dividend payout ratio 40.1 % 38.4 % 45.3 % 47.0 %
Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

As of December 31,
2016 2015
ASSETS
Real estate assets:
Land $ 831,979 $ 876,668
Buildings and improvements 6,942,452 7,287,862
7,774,431 8,164,530
Accumulated depreciation (2,427,108 ) (2,382,568 )
5,347,323 5,781,962
Held for sale 5,861
Developments in progress 167,355 75,991
Net investment in real estate assets 5,520,539 5,857,953
Cash and cash equivalents 18,951 36,892
Receivables:

Tenant, net of allowance for doubtful accounts of $1,910 and $1,923 in 2016 and 2015, respectively

94,676 87,286

Other, net of allowance for doubtful accounts of $838 and $1,276 in 2016 and 2015, respectively

6,227 17,958
Mortgage and other notes receivable 16,803 18,238
Investments in unconsolidated affiliates 266,872 276,383
Intangible lease assets and other assets 180,572 185,281
$ 6,104,640 $ 6,479,991
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgage and other indebtedness $ 4,465,294 $ 4,710,628
Accounts payable and accrued liabilities 280,498 344,434
Total liabilities 4,745,792 5,055,062
Commitments and contingencies
Redeemable noncontrolling interests 17,996 25,330
Shareholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized:

7.375% Series D Cumulative Redeemable Preferred Stock, 1,815,000 shares outstanding

18 18

6.625% Series E Cumulative Redeemable Preferred Stock, 690,000 shares outstanding

7 7

Common stock, $.01 par value, 350,000,000 shares authorized, 170,792,645 and 170,490,948 issued and outstanding in 2016 and 2015, respectively

1,708 1,705
Additional paid-in capital 1,969,059 1,970,333
Accumulated other comprehensive income 1,935
Dividends in excess of cumulative earnings (742,078 ) (689,028 )
Total shareholders' equity 1,228,714 1,284,970
Noncontrolling interests 112,138 114,629
Total equity 1,340,852 1,399,599
$ 6,104,640 $ 6,479,991

CBL & Associates Properties, Inc.

Katie Reinsmidt, 423-490-8301

Senior Vice President - Investor Relations/Corporate Investments

[email protected]

Source: CBL & Associates Properties, Inc.

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